TRACTOR SUPPLY (TSCO)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
TRACTOR SUPPLY · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Ms. Brown joined the board in 2021 and her tenure fully overlaps the period during which Tractor Supply's stock gained only 5.7% over three years while the S&P 500 (^GSPC) gained 62.8%, a gap of 57.1 percentage points that exceeds the 50-point threshold required to trigger a vote against under our policy; the 5-year return of 41.9% vs the ^GSPC also reflects meaningful underperformance, so the 5-year mitigant does not rescue the vote.
Mr. Cardenas has served on the board since 2019 and his tenure fully overlaps the three-year period during which Tractor Supply's stock underperformed the S&P 500 (^GSPC) by 57.1 percentage points (5.7% vs. 62.8%), well above the 50-point trigger threshold for a company with low-positive returns; the 5-year return of 41.9% also trails the ^GSPC materially, so the 5-year mitigant does not apply.
Mr. Hawaux joined the board in 2022 and has served for more than 24 months, meaning he is not exempt from the TSR trigger; Tractor Supply's stock underperformed the S&P 500 (^GSPC) by 57.1 percentage points over three years, exceeding the 50-point policy threshold, and the 5-year return of 41.9% also trails the ^GSPC, so the 5-year mitigant does not rescue the vote.
Ms. Jackson has served on the board since 2018, and her long tenure fully overlaps the period in which Tractor Supply's stock lagged the S&P 500 (^GSPC) by 57.1 percentage points over three years, well above the 50-point trigger threshold; the 5-year TSR of 41.9% also materially trails the ^GSPC, so the 5-year mitigant does not apply.
Mr. Krishnan has served on the board since 2016, giving him one of the longest tenures on the slate and full overlap with the underperformance period; Tractor Supply's stock trailed the S&P 500 (^GSPC) by 57.1 percentage points over three years, exceeding the 50-point threshold, and the 5-year TSR also trails the ^GSPC, so the mitigant does not apply.
Ms. Morris has served on the board since 2004 and as Chair since 2023, giving her the longest tenure and the most direct accountability for board oversight during the period in which Tractor Supply's stock underperformed the S&P 500 (^GSPC) by 57.1 percentage points over three years; the 5-year TSR of 41.9% also trails the ^GSPC, so the 5-year mitigant does not apply.
Mr. Weikel has served on the board since 2014 and chairs the Compensation and Human Capital Committee, giving him direct responsibility for the pay programs overseen during the period in which Tractor Supply's stock underperformed the S&P 500 (^GSPC) by 57.1 percentage points over three years; the 5-year TSR of 41.9% also trails the ^GSPC materially, so the 5-year mitigant does not rescue the vote.
Mr. Lawton has served as CEO and director since January 2020, and his tenure fully overlaps the period in which Tractor Supply's stock gained only 5.7% while the S&P 500 (^GSPC) gained 62.8%, a 57.1-percentage-point gap that exceeds the 50-point threshold for companies with low-positive returns; as an executive director he is subject to the same TSR trigger as all other directors, and this vote against him as a director is independent of the Say on Pay vote.
For Analysis
Ms. Ham joined the board in 2023 and has been a director for fewer than 24 months relative to the proxy filing date, making her exempt from the TSR underperformance trigger under our policy; she brings over 35 years of retail industry experience and no other disqualifying factors are present.
Ms. Syngal is a new nominee joining the board in 2026 and is fully exempt from the TSR underperformance trigger, which requires at least 24 months of tenure before it applies; she brings over 30 years of retail executive experience including as CEO of Gap Inc. and no other disqualifying factors are present.
Of the ten director nominees, eight long-tenured directors are voted AGAINST due to Tractor Supply's significant three-year stock underperformance relative to the S&P 500 (^GSPC) — the stock gained only 5.7% versus the index's 62.8%, a 57.1-percentage-point gap that exceeds the 50-point policy threshold for companies with low-positive absolute returns. The two new or newer directors (Ms. Ham, joined 2023, and Ms. Syngal, joining 2026) are exempt from the TSR trigger and receive FOR votes.
Say on Pay
✗ AGAINSTCEO
Harry A. Lawton III
Total Comp
$32,277,194
Prior Support
93.0%%
The CEO's total reported compensation of $32.3 million for fiscal 2025 is significantly elevated by a $20 million special one-time retention equity award granted in November 2025 — a single large award that covers multiple future years reported all at once — which pushes his pay well above what a CEO at a $24 billion consumer-discretionary company would typically receive. The core pay-for-performance concern is that this above-benchmark variable pay comes at a time when Tractor Supply's stock has gained only 5.7% over three years while the S&P 500 (^GSPC) has gained 62.8%, a 57-percentage-point gap that means shareholders have lost significant ground relative to simply owning the broader market. While the annual compensation program structure is sound — roughly 89% of regular annual pay is performance-based, the company has a clawback policy, and prior Say on Pay support was strong at 93% — the size and timing of the special retention award during a period of material underperformance creates a pay-for-performance misalignment that warrants a vote against.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
25 yrs
Audit Fees
$1,562,012
Non-Audit Fees
$2,000
Ernst & Young LLP has served as Tractor Supply's auditor since 2001, a tenure of exactly 25 years that reaches the policy threshold requiring a vote against unless the audit committee provides a specific and compelling rationale for continued engagement; the proxy does not disclose a concrete multi-year rotation plan, recent lead partner rotation details, or other specific justification beyond standard oversight language, so the tenure trigger applies. The non-audit fee ratio is negligible ($2,000 in other fees versus $1,562,012 in audit fees, well under the 50% threshold), and the firm is a Big 4 auditor appropriate for a company of Tractor Supply's size, so the only concern is the tenure length.
Overall Assessment
This ballot covers three standard annual meeting proposals: director elections, auditor ratification, and Say on Pay. The dominant theme across all three votes is Tractor Supply's significant stock underperformance relative to the S&P 500 — the stock gained only 5.7% over three years while the benchmark (^GSPC) gained 62.8% — which drives against votes for eight of ten director nominees, an against vote on Say on Pay due to the $20 million special CEO retention award granted during this underperformance, and an against vote on Ernst & Young's reappointment based solely on its 25-year tenure reaching the policy threshold.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing